Greek 4 Kids Nonprofit Conflict of Interest Policy & Agreement
EIN 80-0935517
Greeks 4 Kids
A California Non-profit Public Benefit Corporation
Nonprofit 501(c)(3) Conflict Of Interest Policy And Agreement
Article I
PURPOSES
It is important for Greeks 4 Kids directors, officers and staff to be aware that both real and
apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting
the affairs of the corporation and that the appearance of conflict can be troublesome even if there
is in fact no conflict whatsoever. Conflicts occur because the many persons associated with the
corporation should be expected to have, and do in fact generally have multiple interests and
affiliations and various positions of responsibility within the community. In these situations a
person will sometimes owe identical duties of loyalty to two or more corporations. The purpose
of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest of
an officer or director of the corporation or might result in a possible excess benefit
transaction. The policy is intended to supplement but not replace any applicable state and federal
laws governing conflict of interest applicable to nonprofit and charitable organizations.
Conflicts are undesirable because they potentially or eventually place the interests of others
ahead of the corporation’s obligations to its charitable purposes and to the public
interest. Conflicts are also undesirable because they often reflect adversely upon the person
involved and upon the institutions with which they are affiliated, regardless of the actual facts or
motivations of the parties. However, the long-range best interests of the corporation do not
require the termination of all association with persons who may have real or apparent conflicts
that are harmless to all individuals or entities involved.
Each member of the board of directors and the staff of the corporation has a duty of loyalty to the
corporation. The duty of loyalty generally requires a director or staff member to prefer the
interests of the corporation over the director’s/staff’s interest or the interests of others. In
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Greek 4 Kids Nonprofit Conflict of Interest Policy & Agreement
EIN 80-0935517
addition, directors and staff of the corporation shall avoid acts of self-dealing which may
adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or
penalty by a governmental authority.
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts to
the directors and members of committees with governing board delegated powers considering the
proposed transaction or arrangement.
Article II
DEFINITIONS
2.1 Interested Person
Any director, principal officer, or member of a committee with governing board delegated
powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, thorough business,
investment, or family:
(a) An ownership or investment interest in any entity with which the corporation has a
transaction or arrangement,
(b) A compensation arrangement with the corporation or with any entity or individual with
which the corporation has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III,
Section 2, a person who has a financial interest may have a conflict of interest only if the
appropriate governing board or committee decides that a conflict of interest exists.
Article III
PROCEDURES
3.1 Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts to
the directors and members of committees with governing board delegated powers considering the
proposed transaction or arrangement
3.2 Determining Whether a Conflict of Interest Exists
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EIN 80-0935517
After disclosure of the financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the governing board or committee meeting while the
determination of a conflict of interest is discussed and voted upon. The remaining board or
committee members shall decide if a conflict of interest exists.
3.3 Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee meeting,
but after the presentation, he/she shall leave the meeting during the discussion of, and the vote
on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether
the corporation can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination it shall make its decision as to whether to
enter into the transaction or arrangement.
3.4 Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted
by the circumstances, the governing board or committee determines the member has failed to
disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Article IV
RECORDS OF PROCEEDINGS
4.1 Minutes
The minutes of the governing board and all committees with board delegated powers shall
contain:
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(a) The names of the persons who disclosed or otherwise were found to have a financial interest
in connection with an actual or possible conflict of interest, the nature of the financial interest,
any action taken to determine whether a conflict of interest was present, and the governing
board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
Article V
COMPENSATION
5.1 A voting member of the governing board who receives compensation, directly or indirectly,
from the corporation for services is precluded from voting on matters pertaining to that
member’s compensation.
5.2 A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the corporation for services is precluded
from voting on matters pertaining to that member’s compensation.
5.3. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
corporation, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Article VI
ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board-delegated
powers shall annually sign a statement that affirms such person:
(a) Has received a copy of the conflicts of interest policy,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(e) Understands that the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax-exempt
purposes.
Article VII
PERIODIC REVIEWS
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To ensure the corporation operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent
survey information and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management corporations
conform to the corporation’s written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not result in
inurnment, impermissible private benefit or in an excess benefit transaction.
Article VIII
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, the corporation may, but
need not, use outside advisors. If outside experts are used, their use shall not relieve the
governing board of its responsibility for ensuring periodic reviews are conducted.
Certificate Of Adoption Of Conflict Of Interest
Policy And Agreement
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for Greeks 4
Kids were approved and adopted by the board of directors on Saturday, August 21, 2013 and
constitute a complete copy of the Conflict of Interest Policy of the corporation.
Secretary Signature_______________
Date: ________________
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